SECOND DIVISION

[G.R. No. L-55048. May 27, 1981.]

SUGA SOTTO YUVIENCO, BRITANIA SOTTO, and MARCELINO
SOTTO, petitioners, vs. HON. AUXENCIO C. DACUYCUY, Judge
of the CFI of Leyte, DELY RODRIGUEZ, FELIPE ANG CRUZ,
CONSTANCIA NOGAR, MANUEL GO, INOCENTES DIME, WILLY
JULIO, JAIME YU, OSCAR DY, DY CHIU SENG, BENITO YOUNG,
FERNANDO YU, SEBASTIAN YU, CARLOS UY, HOC CHUAN and
MANUEL DY, respondents.
Fulvio C. Pelaez for petitioners.
Julio Villamor
respondents.

and Francisco Lava, Jr.

and Ramon V. Salazar for

SYNOPSIS
Petitioners, owners of a parcel of land and the building existing thereon,
expressed through their representative who wrote a letter to private
respondents, the tenants therein, their willingness to sell their property to them.
Private respondents replied by telegram with the following words, "we agree to
buy proceed Tacloban to negotiate details". When petitioners' representative
arrived with the prepared contract to purchase and to sell, private respondents
found variance between the terms of payment and what they had in mind,
hence the bankdraft being oered for payment was returned and the document
remained unsigned by the latter. Private respondents led an action for specic
performance in the Court of First Instance of Leyte and petitioners led a motion
to dismiss the complaint on the grounds that the complaint states no cause of
action and/or that the claim alleged therein is unenforceable under the Statute of
Frauds. Respondent judge ruled negatively; hence this petition.
On certiorari and prohibition, the Supreme Court ruled that the complaint does
not state a cause of action where the telegram-reply which is not an absolute
acceptance under Art. 1319 of the Civil Code does not show the existence of a
perfected contract of sale while the claim of private respondents for specic
performance of the terms of payment of an evidently oral contract involving the
"sale of real property" is unenforceable under Art. 1403, No. 2 (e) of the Civil
Code, otherwise known as the Statute of Frauds.
Impugned orders, set aside.
SYLLABUS
1.
CIVIL LAW; CONTRACTS; ESSENTIAL REQUISITES OF CONTRACTS;
ABSOLUTE ACCEPTANCE OF OFFER; NOT PRESENT IN THE CASE AT BAR.
Respondents' telegram which simply says "We agree to buy property" does not
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necessarily connote acceptance of the price but instead suggests that the details
were to be subject of negotiation. That respondents were all the time agreeable
to buy the property may be conceded, but what impresses the Supreme Court is
that instead of "absolutely" accepting the "certain" oer if there was one of
the petitioners, they still insisted on further negotiation of details.
2.
REMEDIAL LAW; CIVIL PROCEDURE; MOTION TO DISMISS; GROUND;
FAILURE TO STATE A CAUSE OF ACTION; A CASE OF; FAILURE TO SHOW
ABSOLUTE ACCEPTANCE OF CONTRACT OF SALE IN CASE AT BAR. Where in
the light of the telegram-reply of Yao to Any. Gamboa's letter of July 12, 1978
there was not an absolute acceptance of the Contract for the sale of Land under
Article 1319 of the Civil Code, petitioners' contention that the complaint of
respondents state no cause of action is correct.
3.
CIVIL LAW; CONTRACTS; SALE OF REAL PROPERTY; STATUTE OF FRAUDS;
PAYMENT IN INSTALLMENTS MUST BE IN WRITING TO BE ENFORCEABLE. In
any sale of real property on installments, the Statute of Frauds read together
with the perfection requirements of Article 1475 of the Civil Code must be
understood and applied in the sense that the idea of payment on installments
must be in the requisite of a note or memorandum therein contemplated.
4.
ID.; ID.; ID.; ID.; MEMORANDUM WHETHER IN ONE WRITING OR IN
SEPARATE NOTES; MUST CONTAIN ALL THE ESSENTIAL ELEMENTS OF THE
ENTIRE AGREEMENT. Under the Statute of Frauds, the note or memorandum
need not be in one single document or writing but the separate notes must,
when put together, contain all the requisites of a perfected contract of sale.
5.
REMEDIAL LAW; PLEADING AND PRACTICE; MOTION TO DISMISS
INVOKING THE STATUTE OF FRAUDS; DUTY OF THE PLAINTIFF. A motion to
dismiss invoking the Statute of Frauds may be led even if the absence of
compliance does not appear on the fact of the complaint. Such absence may be
the subject of proof in the motion stage of the proceedings. (Moran, Comment on
the Rules of Court, Vol. I, p. 494, 1979 ed.) It follows that it becomes incumbent
upon the plainti to bring out what note or memorandum still exists in his
possession in order to enable the court to expeditiously determine then and there
the need for further proceedings.
DECISION
BARREDO, J :
p

Petition for certiorari and prohibition to declare void for being in grave abuse of
discretion the orders of respondent judge dated November 2, 1978 and August
29, 1980, in Civil Case No. 5759 of the Court of First Instance of Leyte, which
denied the motion led by petitioners to dismiss the complaint of private
respondents for specic performance of an alleged agreement of sale of real
property, the said motion being based on the grounds that the respondents'
complaint states no cause of action and/or that the claim alleged therein is
unenforceable under the Statute of Frauds.
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Finding initially prima facie merit in the petition, We required respondents to

answer and We issued a temporary restraining order on October 7, 1980
enjoining the execution of the questioned orders.
In essence, the theory of petitioners is that while it is true that they did express
willingness to sell to private respondents the subject property for P6,500,000
provided the latter made known their own decision to buy it not later than July
31, 1978, the respondents' reply that they were agreeable was not absolute, so
much so that when ultimately petitioners' representative went to Cebu City with
a prepared and duly signed contract for the purpose of perfecting and
consummating the transaction, respondents and said representative found
variance between the terms of payment stipulated in the prepared document
and what respondents had in mind, hence the bankdraft which respondents were
delivering to petitioners' representative was returned and the document
remained unsigned by respondents. Hence the action below for specic
performance.
To be more specic, the parties do not dispute that on July 12, 1978, petitioners,
thru a certain Pedro C. Gamboa, sent to respondents the following letter:
"Mr. Yao King Ong
Life Bakery
Tacloban City
Dear Mr. Yao:
This refers to the Sotto property (land and building) situated at Tacloban
City. My clients are willing to sell them at a total price of P6,500,000.00.
While there are other parties who are interested to buy the property, I
am giving you and the other occupants the preference, but such priority
has to be exercised within a given number of days as I do not want to
lose the opportunity if you are not interested. I am therefore giving you
and the rest of the occupants until July 31, 1978 within which to decide
whether you want to buy the property. If I do not hear from you by July
31, I will oer or close the deal with the other interested buyer.
Thank you so much for the hospitality extended to me during my last trip
to Tacloban, and I hope to hear from you very soon.
Very truly yours,
Pedro C. Gamboa" 1
(Page 9, Record.)

Reacting to the foregoing letter, the following telegram was sent by "Yao King
Ong & Tenants" to Atty. Pedro Gamboa in Cebu City:
"Atty. Pedro Gamboa
Room 314, Maria Cristina Bldg.
Osmea Boulevard, Cebu City
Reurlet dated July 12 inform Dra. Yuvienco we agree to buy property
proceed Tacloban to negotiate details.
Yao King Ong & tenants"
(Page 10, Record.)
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Likewise uncontroverted is the fact that under date of July 27, 1978, Atty.
Gamboa wired Yao King Ong in Tacloban City as follows:
"NLT
YAO KING ONG
LIFE BAKERY
TACLOBAN CITY
PROPOSAL ACCEPTED ARRIVING TUESDAY
CONTRACT PREPARE PAYMENT BANK DRAFT.

MORNING

WITH

ATTY. GAMBOA"
(Page 10, id.)

Now, Paragraph 10 of the complaint below of respondents alleges:

"10.
That on August 1, 1978, defendant Pedro Gamboa arrived
Tacloban City bringing with him the prepared contract to purchase and to
sell referred to in his telegram dated July 27, 1978 (Annex 'D' hereof), for
the purpose of closing the transactions referred to in paragraphs 8 and 9
hereof, however, to the complete surprise of plaintis, the defendant
(except def. Tacloban City Ice Plant, Inc.) without giving notice to plaintis,
changed the mode of payment with respect to the balance of
P4,500,000.00 by imposing upon plaintis to pay same amount within
thirty (30) days from execution of the contract instead of the former
term of ninety (90) days as stated in paragraph 8 hereof." (Pp. 10-11,
Record.)

Additionally and to reenforce their position, respondents alleged further in

their complaint:
"8.
That on July 12, 1978, defendants (except defendant Tacloban City
Ice Plant, Inc.) nally sent a telegram letter to plaintis-tenants, through
same Mr. Yao King Ong, notifying them that defendants are willing to sell
the properties (lands and building) at a total price of P6,500,000.00,
which herein plaintis-tenants have agreed to buy the said properties for
said price; a copy of which letter is hereto attached as integral part
hereof and marked as Annex 'C', and plaintis accepted the oer through
a telegram dated July 25, 1978, sent to defendants (through defendant
Pedro C. Gamboa), a copy of which telegram is hereto attached as
integral part hereof and marked as Annex 'C-1' and as a consequence
hereof, plaintis (except plainti Tacloban Merchants' Realty Development
Corporation) and defendants (except defendant Tacloban City Ice Plant,
Inc.) agreed to the following terms and conditions respecting the
payment of said purchase price, to wit:
P2,000,000.00 to be paid in full on the date of the execution
of the contract; and the balance of P4,500,000.00 shall be fully paid
within ninety (90) days thereafter;
"9.
That on July 27, 1978, defendants sent a telegram to plaintitenants, through the latter's representative Mr. Yao King Ong, reiterating
their acceptance to the agreement referred to in the next preceding
paragraph hereof and notifying plaintis-tenants to prepare payment by
bank drafts; which the latter readily complied with; a copy of which
telegram is hereto attached as integral part hereof and marked as Annex
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'D';" (pp. 49-50, Record.)

It was on the basis of the foregoing facts and allegations that herein petitioners
led their motion to dismiss alleging as main grounds:
"1.
That plainti, TACLOBAN MERCHANTS' REALTY DEVELOPMENT
CORPORATION, amended complaint, does not state a cause of action and
the claim on which the action is founded is likewise unenforceable under
the provisions of the Statute of Frauds.
II.
That as to the rest of the plaintis, their amended complaint does
not state a cause of action and the claim on which the action is founded
is likewise unenforceable under the provisions of the Statute of Frauds."
(Page 81, Record.)

With commendable knowledgeability and industry, respondent judge ruled

negatively on the motion to dismiss, discoursing at length on the personality as
real party-in-interest of respondent corporation, while passing lightly, however,
on what to Us are the more substantial and decisive issues of whether or not the
complaint suciently states a cause of action and whether or not the claim
alleged therein is unenforceable under the Statute of Frauds, by holding thus:
"The second ground of the motion to dismiss is that plaintis' claim is
unenforceable under the Statute of Frauds. The defendants argued
against this motion and asked the court to reject the objection for the
simple reason that the contract of sale sued upon in this case is
supported by letters and telegrams annexed to the complaint and other
papers which will be presented during the trial. This contention of the
defendants is not well taken. The plaintis having alleged that the contract
is backed up by letters and telegrams, and the same being a sucient
memorandum, the complaint states a cause of action and they should be
given a day in court and allowed to substantiate their allegations (Paredes
vs. Espino, 22 SCRA 1000.)
To take a contract for the sale of land out of the Statute of Frauds a mere
note or memorandum in writing subscribed by the vendor or his agent
containing the names of the parties and a summary statement of the
terms of the sale either expressly or by reference to something else is all
that is required. The Statute does not require a formal contract drawn up
with technical exactness for the language of Par. 2 of Art. 1403 of the
Philippine Civil Code is '. . . an agreement . . . or some note or
memorandum thereof,' thus recognizing a dierence between the
contract itself and the written evidence which the statute requires (Berg
vs. Magdalena Estate, Inc., 92 Phil. 110; III Moran, Comments on the
Rules of Court, 1952 ed. p. 187). See also Bautista's Monograph on the
Statute of Frauds in 21 SCRA p. 250." (Pp. 110-111, Record.)

Our rst task then is to dwell on the issue of whether or not in the light of the
foregoing circumstances, the complaint in controversy states suciently a cause
of action. This issue necessarily entails the determination of whether or not the
plaintis have alleged facts adequately showing the existence of a perfected
contract of sale between herein petitioners and the occupants represented by
respondent Yao King Ong.
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In this respect, the governing legal provision is, of course, Article 1319 of the
Civil Code which provides:
"ART. 1319.
Consent is manifested by the meeting of the oer and the
acceptance upon the thing and the cause which are to constitute the
contract. The oer must be certain and the acceptance absolute. A
qualied acceptance constitutes a counter-oer.
Acceptance made by letter or telegram does not bind the oerer except
from the time it came to his knowledge. The contract, in such a case, is
presumed to have been entered into in the place where the oer was
made."

In the instant case, We can lay aside, for the moment, petitioners' contention
that the letter of July 12, 1978 of Atty. Pedro C. Gamboa to respondents Yao King
Ong and his companions constitute an oer that is "certain", although the
petitioners claim that it was a mere expression of willingness to sell the subject
property and not a direct oer of sale to said respondents. What We consider as
more important and truly decisive is what is the correct juridical signicance of
the telegram of respondents instructing Atty. Gamboa to "proceed to Tacloban to
negotiate details. "We underline the word "negotiate" advisedly, because to Our
mind it is the key word that negates and makes it legally impossible for Us to
hold that respondents' acceptance of petitioners' oer, assuming that it was a
"certain" oer indeed, was the "absolute" one that Article 1319 above-quoted
requires.
Dictionally, the implication of "to negotiate" is practically the opposite of the idea
that an agreement has been reached. Webster's Third International Dictionary,
Vol. II (G. & C. Merriam Co., 1971 Philippine copyright) gives the meaning of
negotiate as "to communicate or confer with another so as to arrive at the
settlement of some matter; meet with another so as to arrive through discussion
at some kind of agreement or compromise about something; to arrange for or
bring about through conference or discussion; work at or arrive at or settle upon
by meetings and agreements or compromises ." Importantly, it must be borne
in mind that Yao King Ong's telegram simply says "we agree to buy property." It
does not necessarily connote acceptance of the price but instead suggests that
the details were to be subject of negotiation.
Respondents now maintain that what the telegram refers to as "details" to be
"negotiated" are mere "accidental elements," not the essential elements of the
contract. They even invite attention to the fact that they have alleged in their
complaint (Par. 6) that it was as early as "in the month of October, 1977 (that)
negotiations between plaintis and defendants for the purchase and sale (in
question) -were made, thus resulting to oers of same defendants and counteroer of plaintis". But to Our mind such alleged facts precisely indicate the
failure of any meeting of the minds of the parties, and it is only from the letter
and telegrams above-quoted that one can determine whether or not such
meeting of the minds did materialize. As We see it, what such allegations bring
out in bold relief is that it was precisely because of their past failure to arrive at
an agreement that petitioners had to put an end to the uncertainty by writing
the letter of July 12, 1978. On the other hand, that respondents were all the
time agreeable to buy the property may be conceded, but what impresses Us is
that instead of "absolutely" accepting the "certain" oer if there was one of
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the petitioners, they still insisted on further negotiation of details. For anyone to
read in the telegram of Yao that they accepted the price of P6,500,000.00 would
be an inference not necessarily warranted by the words "we agree to buy" and
"proceed Tacloban to negotiate details". If indeed the details being left by them
for further negotiations were merely accidental or formal ones, what need was
there to say in the telegram that they had still "to negotiate (such) details,"
when, being unessential per their contention, they could have been just easily
claried and agreed upon when Atty. Gamboa would reach Tacloban?
Anent the telegram of Atty. Gamboa of July 27, 1978, also quoted earlier above,
We gather that it was in answer to the telegram of Yao. Considering that Yao was
in Tacloban then while Atty. Gamboa was in Cebu, it is dicult to surmise that
there was any communication of any kind between them during the intervening
period, and none such is alleged anyway by respondents. Accordingly, the claim
of respondents in paragraph 8 of their complaint below that there was an
agreement of a down payment of P2 M, with the balance of P4.5M to be paid
within 90 days afterwards is rather improbable to imagine to have actually
happened.
Respondents maintain that under existing jurisprudence relative to a motion to
dismiss on the ground of failure of the complaint to state a cause of action, the
movant-defendant is deemed to admit the factual allegations of the complaint,
hence, petitioners cannot deny, for purposes of their motion, that such terms of
payment had indeed been agreed upon. While such is the rule, those allegations
do not detract from the fact that under Article 1319 of the Civil Code abovequoted, and judged in the light of the telegram-reply of Yao to Atty. Gamboa's
letter of July 12, 1978, there was not an absolute acceptance, hence from that
point of view, petitioners' contention that the complaint of respondents state no
cause of action is correct.
Nonetheless, the alleged subsequent agreement about the P2M down and P4.5M
in 90 days may at best be deemed as a distinct cause of action. And placed
against the insistence of petitioners, as demonstrated in the two deeds of sale
taken by Atty. Gamboa to Tacloban, Annexes 9 to 10 of the answer of herein
respondents, that there was no agreement about 90 days, an issue of fact arose,
which could warrant a trial in order for the trial court to determine whether or
not there was such an agreement about the balance being payable in 90 days
instead of the 30 days stipulated in Annexes 9 and 10 above-referred to. Our
conclusion, therefore, is that although there was no perfected contract of sale in
the light of the letter of Atty. Gamboa of July 12, 1978 and the letter-reply
thereto of Yao; it being doubtful whether or not, under Article 1319 of the Civil
Code, the said letter may be deemed as an oer to sell that is "certain", and
more, the Yao telegram is far from being an "absolute" acceptance under said
article, still there appears to be a cause of action alleged in Paragraphs 8 to 12 of
the respondents' complaint, considering it is alleged therein that subsequent to
the telegram of Yao, it was agreed that the petitioners would sell the property to
respondents for P6.5M, by paying P2M down and the balance in 90 days and
which agreement was allegedly violated when in the deeds prepared by Atty.
Gamboa and taken to Tacloban, only 30 days were given to the respondents.

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But the foregoing conclusion is not enough to carry the day for respondents. It
only brings Us to the question of whether or not the claim for specic
performance of respondents is enforceable under the Statute of Frauds. In this
respect, We may view the situation at hand from two angles, namely, (1) that
the allegations contained in paragraphs 8 to 12 of respondents' complaint should
be taken together with the documents already aforementioned and (2) that the
said allegations constitute a separate and distinct cause of action. We hold that
either way We view the situation, the conclusion is inescapable that the claim of
respondents that petitioners have unjustiably refused to proceed with the sale
to them of the property in question is unenforceable under the Statute of Frauds.
It is nowhere alleged in said paragraphs 8 to 12 of the complaint that there is
any writing or memorandum, much less a duly signed agreement to the eect
that the price of P6,500,000 xed by petitioners for the real property herein
involved was agreed to be paid not in cash but in installments as alleged by
respondents. The only documented indication of the non-wholly-cash payment
extant in the record is that stipulated in Annexes 9 and 10 above-referred to, the
deeds already signed by the petitioners and taken to Tacloban by Atty. Gamboa
for the signatures of the respondents. In other words, the 90-day term for the
balance of P4.5M insisted upon by respondents does not appear in any note,
writing or memorandum signed by either the petitioners or any of them, not
even by Atty. Gamboa. Hence, looking at the pose of respondents that there was
a perfected agreement of purchase and sale between them and petitioners under
which they would pay in installments of P2M down and P4.5M within ninety (90)
days afterwards, it is evident that such oral contract involving the "sale of real
property" comes squarely under the Statute of Frauds. (Article 1403, No. 2(e),
Civil Code.)
On the other score of considering the supposed agreement of paying installments
as partly supported by the letter and telegrams earlier quoted herein, His Honor
declared with well studied ratiocination, albeit legally inaccurate, that:
"The next issue relate to the Statute of Frauds. It is contended that
plaintis' action for specic performance to compel the defendants to
execute a good and sucient conveyance of the property in question
(Sotto land and building) is unenforceable because there is no other note,
memorandum or writing except annexes 'C', 'C-1' and 'D', which by
themselves did not give birth to a contract to sell. The argument is not
well founded. The rules of pleading limit the statement of the cause of
action only to such operative facts as give rise to the right of action of
the plainti to obtain relief against the wrongdoer. The details of probative
matter or particulars of evidence, statements of law, inferences and
arguments need not be stated. Thus, Sec. 1 of Rule 8 provides that 'every
pleading shall contain in a methodical and logical form, a plain concise and
direct statement of the ultimate facts on which the party pleading relies
for his claim or defense, as the case may be, omitting the statement of
mere evidentiary facts.' Exhibits need not be attached. The contract of
sale sued upon in this case is supported by letters and telegrams
annexed to the complaint and plaintis have announced that they will
present additional evidences during the trial to prove their cause of
action. The plaintis having alleged that the contract is backed up by
letters and telegrams, and the same being sucient memorandum, the
complaint states a cause of action and they should be given their day in
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court and allowed to substantiate their allegations (Paredes vs. Espino, 22

SCRA 1000)." (Pp. 165-166, Record.)

The foregoing disquisition of respondent judge misses at least two (2) juridical
substantive aspects of the Statute of Frauds insofar as sale of real property is
concerned. First, His Honor assumed that the requirement of perfection of such
kind of contract under Article 1475 of the Civil Code which provides that "(t)he
contract of sale is perfected at the moment there is a meeting of the minds upon
the thing which is the object of the contract and upon the price", the Statute
would no longer apply as long as the total price or consideration is mentioned in
some note or memorandum and there is no need of any indication of the manner
in which such total price is to be paid.
We cannot agree. In the reality of the economic world and the exacting demands
of business interests monetary in character, payment on installments or
staggered payment of the total price is entirely a dierent matter from cash
payment, considering the unpredictable trends in the sudden uctuation of the
rate of interest. In other words, it is indisputable that the value of money varies
from day to day, hence the indispensability of providing in any sale of the terms
of payment when not expressly or impliedly intended to be in cash.
Thus, We hold that in any sale of real property on installments, the Statute of
Frauds read together with the perfection requirements of Article 1475 of the
Civil Code must be understood and applied in the sense that the idea of payment
on installments must be in the requisite of a note or memorandum therein
contemplated. Stated otherwise, the "essential elements" mentioned in the case
of Paredes vs. Espino, 22 SCRA 1000, relied upon by respondent judge must be
deemed to include the requirement just discussed when it comes to installment
sales. There is nothing in the monograph re the Statute of Frauds appearing in
21 SCRA 250 also cited by His Honor indicative of any contrary view to this
ruling of Ours, for the essence and thrust of the said monograph refers only to
the form of the note or memorandum which would comply with the Statute, and
no doubt, while such note or memorandum need not be in one single document
or writing and it can be in just suciently implicit tenor, imperatively, the
separate notes must, when put together, contain all the requisites of a perfected
contract of sale. To put it the other way, under the Statute of Frauds, the
contents of the note or memorandum, whether in one writing or in separate
ones merely indicative for an adequate understanding of all the essential
elements of the entire agreement, may be said to be the contract itself, except
as to the form.
Secondly, We are of the considered opinion that under the rules on proper
pleading, the ruling of the trial court that, even if the allegation of the existence
of a sale of real property in a complaint is challenged as barred from
enforceability by the Statute of Frauds, the plainti may simply say there are
documents, notes or memoranda without either quoting them in or annexing
them to the complaint, as if holding an ace in the sleeves is not correct. To go
directly to the point, for Us to sanction such a procedure is to tolerate and even
encourage undue delay in litigation, for the simple reason that to await the stage
of trial for the showing or presentation of the requisite documentary proof when
it already exists and is asked to be produced by the adverse party would amount
to unnecessarily postponing, with the concomitant waste of time and the
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prolongation of the proceedings, something that can immediately be evidenced

and thereby determinable with decisiveness and precision by the court without
further delay.
In this connection, Moran observes that unlike when the ground of dismissal
alleged is failure of the complaint to state a cause of action, a motion to dismiss
invoking the Statute of Frauds may be led even if the absence of compliance
does not appear on the face of the complaint. Such absence may be the subject
of proof in the motion stage of the proceedings. (Moran, Comment on the Rules
of Court, Vol. 1, p. 494, 1979 ed.) It follows then that when such a motion is led
and all the documents available to movant are before the court, and they are
insucient to comply with the Statute, it becomes incumbent upon the plainti,
for the reasons of policy We have just indicated regarding speedy administration
of justice, to bring out what note or memorandum still exists in his possession in
order to enable the court to expeditiously determine then and there the need for
further proceedings. In other words, it would be inimical to the public interests in
speedy justice for plainti to play hide and seek at his own convenience,
particularly, when, as is quite apparent as in the instant case that chances are
that there are no more writings, notes or memoranda of the installment
agreement alleged by respondents. We cannot divine any reason why any such
document would be withheld if they existed, except the unpermissible desire of
the respondents to force the petitioners to undergo the ordeals, time, eort and
expenses of a futile trial.
In the foregoing premises, We nd no alternative than to render judgment in
favor of petitioners in this certiorari and prohibition case. If at all, appeal could be
available if the petitioners subjected themselves to the trial ruled to be held by
the trial court. We foresee even at this point, on the basis of what is both extant
and implicit in the records, that no dierent result can be probable. We consider it
as suciently a grave abuse of discretion warranting the special civil actions
herein the failure of respondent judge to properly apply the laws on perfection of
contracts in relation to the Statute of Frauds and the pertinent rules of pleading
and practice, as We have discussed above.
ACCORDINGLY, the impugned orders of respondent judge of November 2, 1978
and August 29, 1980 are hereby set aside and private respondents' amended
complaint, Annex A of the petition, is hereby ordered dismissed and the
restraining order heretofore issued by this Court on October 7, 1980 is declared
permanent. Costs against respondents.

Guerrero, * Abad Santos, and De Castro, JJ., concur.

Aquino, J., concurs in the result. Private respondents cannot prove any perfected
sale which they can enforce.
Concepcion Jr., J., is on ocial leave of absence.
Footnotes

Designated to sit in the Second Division.

Chairman of the Second Division.

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1.

Yao King Ong was recognized as acting not only on his own behalf but also of
his co tenants. On the other hand, the authority of Pedro C. Gamboa to make
this oer is not disputed, regardless of whether it was in writing or not.
At this point, it may be mentioned that among the plaintis in Civil Case No. 5759
is a corporation named Tacloban Merchants Realty Development Corporation
which registered its articles of incorporation with the Securities and Exchange
Commission on August 8, 1978 and secured the issuance of the corresponding
certicate on August 9, 1978. It appears that said corporation was purportedly
formed in order to carry out the intent of the occupants of petitioners' property
in question, albeit there are stockholders who are not occupants and viceversa. The personality as a real party-in-interest of this corporation to be
plainti is among the issues passed upon by his Honor. Considering the ultimate
manner, We view this controversy, We believe it is not essential for the nal
resolution thereof to deal with that matter here.

CD Technologies Asia, Inc. 2016

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